Common use of Limitation on the Creation of Subsidiaries Clause in Contracts

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower and its Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx Xxxxx, (xxx) such new Subsidiary (other than a Foreign Subsidiary) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower No Group Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary; provided PROVIDED that the Borrower Company and its Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, or acquire Subsidiaries so long as (i)) at least three Business Days prior written notice thereof (the Investment resulting from such establishment, creation or such lesser notice as acquisition is acceptable permitted pursuant to the Administrative AgentSECTION 7.06(a) is given to the Administrative Agentabove, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary (other than (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign Subsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(d)) is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interests, together with stock or other transfer powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign SubsidiarySubsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(d)) executes a counterpart of the Subsidiary Guaranty, Accession Agreement to the Pledge Agreement and the Security Agreementextent required by SECTION 6.12(b), and (iv) such new Subsidiary, to the extent requested by the Administrative Agent or the Required BanksAgent, takes all other actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing DateSECTION 6.12.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that the Borrower Holdings and its Wholly Owned -------- Subsidiaries shall be permitted to establishestablish or create Subsidiaries as a result of investments made pursuant to Section 9.05(i), create or(k), to the extent permitted by this Agreement, acquire Subsidiaries (l) or (n) so long as (i) at least three Business Days 15 days' prior written notice thereof is given to the Administrative Agent (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative Agent), (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign Subsidiary) promptly executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.118.11; provided that no such action will be required by any -------- new Subsidiary (that is not a Wholly Owned Subsidiary) to the extent such new Subsidiary is a party to a pre-existing agreement which prohibits such new Subsidiary from executing a Guaranty; provided further, such pre-existing -------- ------- agreement was not entered into for the purpose of avoiding the requirements of Section 9.14 and the restrictions contained therein are no more adverse to Holdings and its Subsidiaries than to the other equity owners in such new Subsidiary. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that that, the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing represent ing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) each such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes the Borrower takes, or causes its Subsidiaries to take, all actions required pursuant to Section 7.11. In addition, at the request of the Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and nor will not the Borrower permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that , unless (a) the Borrower and its Subsidiaries shall be permitted to establish, create or, to obtains the extent permitted by this Agreement, acquire Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to consent of the Administrative Agent) is given to the Administrative Agent, which consent shall not be unreasonably withheld, (iib) the capital stock or other equity interests of each such new Domestic Subsidiary is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement (or another pledge agreement in substantially similar form if needed) and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign Subsidiary) promptly executes a counterpart of the applicable Guaranty (or another guaranty in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary Guarantywould have executed such Guaranties if it were a Credit Party on the Effective Date, (iv) such new Subsidiary executes a counterpart of the applicable Pledge Agreement and Security Agreement (or another pledge agreement or security agreement, as the Security Agreementcase may be, in substantially similar form if needed), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Effective Date, and (ivv) to the extent requested by the Administrative Agent or the Required BanksLenders, any such new Subsidiary takes all actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date7.12.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower No Group Company will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Closing Date any Subsidiary; provided PROVIDED that the Borrower Company and its Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, or acquire Subsidiaries so long as (i)) at least three Business Days prior written notice thereof (the Investment resulting from such establishment, creation or such lesser notice as acquisition is acceptable permitted pursuant to the Administrative AgentSECTION 7.06(A) is given to the Administrative Agentabove, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary (other than (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign Subsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(D)) is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interests, together with stock or other transfer powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a (A) Project Subsidiaries, except to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, and (B) Foreign SubsidiarySubsidiaries, except to the extent otherwise required pursuant to SECTION 6.12(D)) executes a counterpart of the Subsidiary Guaranty, Accession Agreement to the Pledge Agreement and the Security Agreementextent required by SECTION 6.12(B), and (iv) such new Subsidiary, to the extent requested by the Administrative Agent or the Required BanksAgent, takes all other actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing DateSECTION 6.12.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower and its -------- Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05(q) and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.15) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary; provided that the Borrower that, Holdings and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create orWholly-Owned Subsidiaries (and, to the extent permitted by this AgreementSection 8.05(y), acquire Subsidiaries non-Wholly-Owned Subsidiaries) so long -long as (i) at least three Business Days 15 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.117. 11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Restatement Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower MMI Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower Borrowers and its their -------- respective Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof is given to the Administrative Agent (or such lesser shorter notice as is may be acceptable to the Administrative Agent) is given to the Administrative Agent), (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this the Security Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.14) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement Guaranty and the Security Agreement, Agreement and (iv) to the extent requested by the Administrative Agent or the Required Banks, such new Subsidiary takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute of any Credit Document Borrower shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 Sections 5.05, 5.10 and, if required by the Administrative Agent, 5.04, in each case as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05 and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative AgentAgent as soon as reasonably practicable, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall may be permitted established, created or acquired in connection with a Permitted Acquisition or an acquisition pursuant to establish, create or, to the extent permitted by this Agreement, acquire Subsidiaries Section 8.02(g) so long as (i) at least three Business Days prior written notice thereof (in the case of a Wholly-Owned Subsidiary created in order to effect a Permitted Acquisition or an acquisition pursuant to Section 8.02(g), such Subsidiary has no assets except those contributed substantially contemporaneously with such Permitted Acquisition or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agentother acquisition, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary, to the extent that it is a Domestic Subsidiary (other than and, to the extent required by Section 7.13, in the case of a Foreign Subsidiary) , promptly executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Effective Date, and (iv) to the extent requested by the Administrative Agent or the Required Banks, any such new Domestic Subsidiary (and Foreign Subsidiary to the extent required by Section 7.13) takes all actions required pursuant to Section 7.11. In addition, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date7.12.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Restatement Effective Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall -------- be permitted to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05 and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.14) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Restatement Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that PROVIDED that, the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, or acquire (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05(w) -91- and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.14) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, Agreement and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower and its -------- Wholly-Owned Subsidiaries shall be permitted to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05 and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx Xxxxx, (xxx) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.14) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Second Borrowing Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establishestablish or -71- 79 create (x) Subsidiaries as a result of investments made pursuant to Section 8.06(n), create or(o), to the extent permitted by this Agreement, acquire (p) and (r) and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding ------------------------------------------ anything to the contrary contained in this Agreement, the Borrower Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Effective Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted -------- to establish, establish or create or, (x) Subsidiaries as a result of investments made pursuant to the extent permitted by this Agreement, acquire Section 8.05 and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Effective Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establishestablish or create (x) Subsidiaries as a result of investments made pursuant to Section 8.06(n), create or, to the extent permitted by this Agreement, acquire (o) and (p) and (y) Wholly-Owned Subsidiaries so long as (i) at least three Business Days 30 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock or other equity interests of each such new Domestic Subsidiary is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx XxxxxCollateral Agent, (xxxiii) such new Subsidiary (other than a Foreign SubsidiarySubsidiary except to the extent otherwise required pursuant to Section 7.13) executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.

Limitation on the Creation of Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, Holdings and the Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary; provided that the Borrower GWR and its Subsidiaries shall be permitted to establish, establish or create Wholly-Owned Subsidiaries (or, to the extent permitted by this Agreementacquired pursuant an investment made under Section 8.05(xvi), acquire Subsidiaries non-Wholly-Owned Subsidiaries), so long as as, subject to the terms and conditions of Section 7.12 hereof, (i) at least three Business Days prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock of such new Subsidiary to the extent owned by GWR or any other equity interests Credit Party (up to 65% of each the capital stock of any such new Domestic Subsidiary Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the respective Pledge Agreement and the certificates, if any, certificates representing such stock or other equity interestsstock, together with stock or other powers duly executed in blank, are delivered to the Xxxxxxxxxx Xxxxx, Collateral Agent and (xxxii) such new Subsidiary (other than to the extent it is a Foreign Domestic Subsidiary) promptly executes a counterpart of the Subsidiary Guaranty, the a Pledge Agreement and the a Security Agreement, in each case on the same basis (and (iv) to the extent requested by same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Administrative Agent or the Required Banks, takes all actions required pursuant to Section 7.11Initial Borrowing Date. In addition, at the reasonable request of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.